x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-30853

INTERNATIONAL MONETARY SYSTEMS, LTD.

(Exact name of Registrant as specified in its charter)

Wisconsin

39-1924096

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

16901 West Glendale Drive, New Berlin, Wisconsin 53151

(Address of principal executive offices)

(262) 780-3640

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ýNo o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company T

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of Common Stock, $.0001 par value, outstanding as July 31, 2012, was 8,097,020.

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2012, are not necessarily indicative of the results that may be expected for the year ended December 31, 2012.

The Company's 10-K for the year ended December 31, 2011, filed on March 9, 2012, should be read in conjunction with this report.

Principles of Consolidation

The consolidated financial statements for 2012 and 2011 include the accounts of the International Monetary Systems, Ltd. (“IMS” or “the Company”) and its’ wholly owned subsidiaries Continental Trade Exchange, Ltd., National Trade Association, Inc., INLM CN Inc. and INLM Holdings, Inc. Significant intercompany accounts and transactions have been eliminated in consolidation.

Revenue Sources and Cost of Revenue

The Company and its subsidiaries earn revenues in both traditional cash dollars and in IMS trade dollars.

Cash income is earned through fees assessed when a member joins, transaction fees generated when clients earn or spend their trade dollars, annual and monthly maintenance fees, finance charges on delinquent accounts receivable, and event fees.

Trade revenue is similarly generated through initial membership fees, monthly maintenance fees, transaction fees and event fees. Occasionally the Company will accept a favorable trade ratio in lieu of a cash fee. The Company uses earned trade dollars to purchase various goods and services required in its operations. All barter transactions are reported at the estimated fair value of the products or services received. Revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

Transaction fees are recognized upon receipt of transactional information accumulated by our systems or reported by our clients. Membership fees, monthly maintenance fees, finance charges, and other fees are billed monthly to members' accounts, and are recognized in the month the revenue is earned.

Occasionally, the Company sells IMS trade dollars for US dollars. The cash received in these sales is included in gross revenue and the carrying value of the trade dollars up to the value of the cash received is netted against revenue, with any excess cost included in selling, general and administrative expenses.

7

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial condition.

NOTE 2 - CASH

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. As of June 30, 2012, the Company has cash in excess of FDIC insurance of approximately $500,000. No losses have been incurred related to this credit risk exposure.

NOTE 3 – DEBT

Stock Repurchase Financing

In January 2012, in exchange for 143,129 shares of the Company’s common stock, the Company paid $58,115 and issued a note payable to an individual for $256,769. The note is payable in 48 monthly installments of $6,268, including interest at 8%.

In February 2012, in exchange for 60,000 shares of the Company’s common stock, the Company issued a note payable to a director of the Company for $132,000. The note is payable in 24 monthly installments of $5,850, including interest at 6%.

In April 2012, the Company issued a $100,000 note payable to a private party. The terms of the note call for quarterly interest payments at 10% for two years, after which the note is payable in 24 monthly installments of $4,614, including interest at 10%.

On May 1, 2012, the Company issued a $460,000 note payable to a private party in exchange for the repurchase of 200,000 shares at $1.80 per share and repayment of an additional advance of $100,000. The note is payable in 36 monthly installments of $13,994, including interest at 6%.

On June 18, 2012, the Company issued notes payable totaling $160,000 to repurchase 133,335 shares of common stock from the retiring Company secretary and 3 retiring directors. The terms of the notes call for an initial payment of $10,000 each on July 1, 2012 and 12 monthly payments of $2,581 thereafter, including interest at 6%.

Other Debt Transactions

In January 2012, the Company issued a note payable to a private individual which combined several notes with outstanding balances of $457,364 and added $200,000 in borrowings. The new note is payable in 24 monthly installments of $30,334, including interest at 10%, beginning February, 2012.

In April 2012, a convertible note payable to a director in the amount of $50,000, with a due date in May 2012, was renewed. The new due date is April 30, 2013. No other terms of the note were modified.

In June 2012, a convertible note payable to an officer in the amount of $20,000, with a due date in June 2012, was renewed. The new due date is June 7, 2013. No other terms of the note were modified.

8

In June 2012, a convertible note payable to an officer in the amount of $20,000, with a due date in November 2012, was renewed. The new due date is October 28, 2013. No other terms of the note were modified.

In June 2012, the holder of a convertible note with an outstanding balance of $200,000 exercised the conversion option and exchanged the note for 266,667 shares of the Company’s common stock.

The Company’s indebtedness as of June 30, 2012, includes the following:

Lines of credit payable to financial institutions, due in 2012

$

162,267

Convertible notes payable to related parties, mature in 2013 and 2014, $32,170 due in 2012

Additionally, the Company has letters of credit with various financial institutions with unused borrowing capacity totaling approximately $500,000 as of June 30, 2012, which may be drawn as needed.

A financial institution has issued a $75,000 standby letter of credit to a landlord in lieu of a security deposit.

Common Shares Subject to Guarantees

As part of various prior acquisition agreements which included stock consideration by the Company, the Company guaranteed the stock price of the stock consideration based on the fair market value of the stock at the time of the applicable acquisition agreements. Accordingly, the guaranteed values of the shares are recorded as a liability on the accompanying financial statements.

The Company’s obligation under common stock price guarantees as of June 30, 2012 totaled approximately $90,000, all of which is current based on the scheduled redemption allowances as provided for in the underlying agreements. $75,000 of the total is payable in trade dollars.

NOTE 4 – EQUITY

Common Stock Guarantee Repurchase

In the first and second quarters of 2012, IMS repurchased 10,000 shares of common stock at $3.00 per share, thereby releasing a total of $30,000 of common stock guarantee.

In the first quarter of 2012, IMS repurchased 66,333 shares of common stock at $4.50 per share, thereby releasing $298,500 of common stock guarantee. This constituted the final payments for this particular guarantee. Satisfaction of this repayment obligation also completed the Company’s use of the restricted cash account.

Share Buyback Program

In accordance with a stock buyback plan originally approved by the board of directors in 2005 and updated several times between 2009 and 2011, the Company made the following purchases in 2012:

First quarter:

72,614 shares at a cost of $218,381 in open market transactions

143,129 shares at a cost of $314,884 in a private transaction from an unrelated party

60,000 shares at a cost of $132,000 in a private transaction from a director of the Company

9

Second quarter:

107,940 shares at a cost of $174,685 in open market transactions

200,000 shares at a cost of $360,000 in a private transaction from an unrelated party

133,335 shares at a cost of $160,000 in private transactions from 4 retiring members of the board of directors of the Company

Stock Issued for Services

On June 28, 2012, the Company issued 10,000 shares of common stock for consulting services. The value of the stock at the time of issuance was $6,800, based on a market value of $.68 on the date of issuance.

Stock Options

The Company adopted an incentive stock option plan under which certain officers, key employees, or prospective employees may purchase shares of the Company's stock at an established exercise price, which shall not be less than the fair market value at the time the option is granted. Final exercise date is any time prior to the five-year anniversary of the first exercise date.

There are no options outstanding at June 30, 2012.

Stock Warrants

No warrants were issued in the current period.

There are no warrants outstanding as of June 30, 2012.

NOTE 5 – INCOME TAXES

The difference between the combined Federal and state statutory rate and the effective rate for the six months ended June 30, 2012 relates to the difference in timing of deduction for certain expenses, primarily bad debts, amortization of acquired membership lists, and depreciation of property and equipment.

NOTE 6 – CONTINGENT LIABILITIES

In the ordinary course of business, the Company is occasionally involved in litigation, both as plaintiff and defendant. Management either litigates or settles claims after evaluating the merits of the actions and weighing the costs of settling vs. litigating. There currently are no open litigation matters which the Company feels will result in a material loss.

NOTE 7 – SUBSEQUENT EVENTS

In July 2012, the Company issued a $50,000 note payable to a private party. The terms of the note call for quarterly interest payments at 10% for two years, after which the note is payable in 24 monthly installments of $2,307, including interest at 10%.

In July and August, 2012, the Company retired 624,385 shares of treasury stock, acquired at a cost of $1,735,083.

10

INTERNATIONAL MONETARY SYSTEMS, LTD.

ITEM 2 -

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to current and historical information, this Quarterly Report on Form 10-Q contains forward-looking statements. These statements relate to our future operations, prospects, potential products, services, developments, business strategies or our future financial performance. These statements can generally be identified by the use of terms such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “target,” “will” or the negative of these terms or other similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual events or results may differ materially. We undertake no obligation to update or revise publicly any forward-looking statement after the date of this report, whether as a result of new information, future events or otherwise.

RESULTS OF OPERATIONS

HIGHLIGHTS

Operations

Revenue increased 5.5% in the first two quarters of 2012 compared to the same period in 2011.

Income from operations increased to $213,273 in the first half of 2012 compared to an operating loss of $(39,925) in the first half of 2011.

The Company has completed the sale of two franchise territories during the year. They are not expected to have a material affect on the Company’s results of operations for the next twelve months.

Return to Shareholders

During the six months ended June 30, 2012, 793,351 shares of the Company’s stock have been repurchased under the Company’s stock buyback plan and stock buyback guarantees.

CURRENT QUARTER

During the quarter ended June 30, 2012 International Monetary Systems (“IMS” or “the Company”) generated revenues of $3,390,078, an increase of $56,939 or 1.7%, compared to the second quarter of 2011.

Operating expenses in the quarter were $3,188,978 an increase of $ 38,251 or 1.2% compared to the second quarter of 2011. This increase is primarily due to increased employee costs, including staff costs in offices acquired in 2011, higher variable compensation tied to higher revenue, and expansion of the Company’s tele-selling staff.

The Company generated operating income of $201,100 for the second quarter, compared to $182,412 in 2011. After adjusting for interest and income taxes, the net income for the quarter was $98,647 compared to net income of $77,196 in the second quarter of 2012. Interest expense has increased as the Company services the increased debt load taken on strategically to fund the stock buyback program expanded in 2011.

11

EBITDA for the three months ended June 30, 2012 and 2011 were as follows:

Adjustments to Reconcile GAAP Net Income to EBITDA

2012

2011

Net (loss)

$

98,647

$

77,196

Interest expense

84,040

52,505

Income tax expense (benefit)

24,179

52,734

Depreciation and amortization

390,200

409,905

EBITDA

$

597,066

$

592,340

YEAR TO DATE

During the six months ended June 30, 2012 International Monetary Systems (“IMS” or “the Company”) generated revenues of $6,656,857, an increase of $344,876 or 5.5%, compared to the first six months of 2011. This is the result of a 6% increase in transactions processed, attributable in part to our 2011 acquisitions.

Operating expenses in the quarter were $6,443,584 an increase of $91,678 or 1.4% compared to the second quarter of 2011. This increase is primarily due to increased employee costs, including staff costs in offices acquired in 2011, higher variable compensation tied to higher revenue, and expansion of the Company’s tele-selling staff.

The Company generated operating income of $213,273 year to date, compared to an operating loss of $(39,925) in 2011. After adjusting for interest and income taxes, the net income for the first six months of 2012 was $53,772 compared to a loss of $(107,359) for the same period in 2011. Interest expense has increased as the Company services the increased debt load taken on strategically to fund the stock buyback program expanded in 2011.

EBITDA for the six months ended June 30, 2012 and 2011 were as follows:

Adjustments to Reconcile GAAP Net Income to EBITDA

2012

2011

Net income (loss)

$

53,772

$

(107,359

)

Interest expense

164,742

97,623

Income tax expense (benefit)

1,105

(30,047

)

Depreciation and amortization

778,878

818,714

EBITDA

$

998,497

$

778,931

LIQUIDITY, SOURCES OF CAPITAL AND LINES OF CREDIT

On June 30, 2012, there was a working capital deficit of $242,735, which is common at this juncture in the Company’s fiscal year. However, it is expected that most, if not all, of $200,000 of notes maturing in 2012, which contain a balloon payment at maturity, can be successfully renewed and/or refinanced under favorable terms, which may allow for a systematic, monthly repayment.

We believe that current cash needs can be met with the current cash balance and from working capital generated over the next 12 months. Additionally, the Company has letters of credit with various financial institutions with unused borrowing capacity totaling approximately $500,000, which may be drawn as needed.

12

CRITICAL ACCOUNTING POLICIES

Our financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates and assumptions are affected by management's applications of accounting policies. Critical accounting policies for IMS include the following:

REVENUE SOURCES AND REVENUE RECOGNITION

The Company and its subsidiaries earn revenue in both traditional cash dollars and in IMS trade dollars. Cash income is earned through fees assessed when a member joins, annual membership fees, transaction fees generated when clients earn or spend their trade dollars, monthly maintenance fees, finance charges on delinquent accounts receivable, and event fees.

Trade revenue is similarly generated through initial membership fees, monthly maintenance fees, transaction fees and event fees. Occasionally the Company will accept a favorable trade ratio in lieu of a cash fee. The Company uses earned trade dollars to purchase various goods and services required in its operations. All barter transactions are reported at the estimated fair value of the products or services received. Revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable, and collectability is reasonably assured.

Transaction fees are recognized upon receipt of transactional information accumulated by our systems or reported by our clients. Membership fees, monthly maintenance fees, finance charges, and other fees are billed monthly to members' accounts, and are recognized in the month the revenue is earned.

RECEIVABLES AND ALLOWANCE FOR DOUBTFUL ACCOUNTS

Accounts receivable are stated at face value, net of the allowance for bad debts. Finance charges on receivables are calculated using the simple interest method on the amount outstanding.

The allowance for bad debts is maintained at a level that is management's best estimate of probable bad debts incurred as of the balance sheet date. Management's determination of the adequacy of the allowance is based on an evaluation of the accounts receivable, past collection experience, current economic conditions, volume, growth and composition of the accounts receivable, and other relevant factors. Actual results may differ from these estimates. The allowance is increased by provisions for bad debts charged against income and decreased by accounts written off as uncollectable.

GOODWILL AND MEMBERSHIP LISTS

Goodwill and membership lists are stated at cost and arise when IMS acquires another company or the assets of another trade exchange. Membership lists are amortized over the estimated life of ten years.

In 2002 the Company adopted FASB ASC 350, which requires that goodwill and intangible assets be tested at least annually for impairment, or when facts and circumstances indicate impairment is probable. It is the Company’s policy to test impairment at the end of each year. Therefore, no impairment of goodwill or membership lists was recorded in the first three months of 2012.

INCOME TAXES

The Company accounts for income taxes in accordance with FASB ASC 740. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

13

RECENT ACCOUNTING PRONOUNCEMENTS

Management does not anticipate that any recently issued, but not yet effective, accounting pronouncements will materially impact the Company’s financial condition.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements or other relationships with unconsolidated entities.

ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required by Smaller Reporting Companies.

ITEM 4CONTROLS AND PROCEDURES

Members of our management, including John E Strabley, our Chief Executive Officer, and David A. Powell, our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures, as of June 30, 2012, the end of the period covered by this report. Based upon that evaluation, Mr. Strabley and Mr. Powell concluded that our disclosure controls and procedures are effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of International Monetary Systems, Ltd. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Management conducted an evaluation of the effectiveness of the internal controls over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2012. Based on management’s assessment and those criteria, management believes that the internal controls over financial reporting, including disclosure controls and procedures, as of June 30, 2012, were effective.

Changes in Internal Controls

In our Annual Report filed on March 9, 2012, we reported that management believed that the internal control over financial reporting as of December 31, 2011, was effective with regards to controls over financial reporting.

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the current quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

14

PART II OTHER INFORMATION

Item 1 Legal Proceedings

In the ordinary course of business, the Company is occasionally involved in litigation, both as plaintiff and defendant. Management either litigates or settles claims after evaluating the merits of the actions and weighing the costs of settling vs. litigating. There are currently no open litigation matters which the Company feels will result in a material loss.

31.2 Certification of Principal Financial and Accounting Officer Pursuant to Rule 13a-14(a) of the Exchange Act.

32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document***

101.SCH

XBRL Taxonomy Extension Schema Document ***

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document ***

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document ***

101.LAB

XBRL Taxonomy Extension Label Linkbase Document ***

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document ***

***Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

(b) Reports on Form 8-K

16

INTERNATIONAL MONETARY SYSTEMS, LTD.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.